1. In these Rules:-
"The Association" means the unincorporated association of members of the National Association of Women in Construction in the United Kingdom and Ireland and which shall be referred to as "NAWIC";
"The Rules" means the Rules of the Association;
"Secretary" means the person appointed to perform the duties of the Secretary of the Association, including a joint, assistant or deputy secretary;
"Annual Subscription" means an annual subscription of membership of the Association or such other amount as may be determined by the Committee from time to time (LINK);
"Friends" means individuals, organisations, companies and partnerships who pay an annual Friends Sponsorship Fee of £150 or such other amount as the Committee decide from time to time and who receive information and may attend NAWIC events but are not members;
"Committee" means those Members who have been elected and/or appointed to the Committee to manage the affairs of the Association.
"Chairperson" means the person appointed to perform the duties of the chairperson, including a deputy Chairperson;
A "Student Member" means a person who is enrolled on a course of study relating to construction at a recognised educational institution either on a full time or a part time basis and has paid an Annual Subscription set by the Committee from time to time in respect of student membership for that year;
"Members" means those people who have paid the appropriate Annual Subscription and have been admitted as individual members or Student Members from time to time but shall not include Friends;
"Treasurer" means the person appointed to perform the duties of the treasurer, including a joint, assistant or deputy Treasurer.
OBJECTIVES, GOALS, STRATEGIES AND PRINCIPLES
2. The Objectives of the Association are:-
- to raise the profile of professional women in the construction industry;
- to be a positive instrument for change and improvement in the industry;
- to promote and share construction knowledge and best practice;
- to meet, support and network with other women working in construction.
3. The Goals of the Association are:-
- to be a recognisable force within construction;
- to contribute to industry working groups and taskforces;
- to attract a varied and balanced membership;
- to hold events that everyone working in the industry is keen to attend;
- to achieve equal rates of pay and opportunities for women and men in construction.
4. The Strategies of the Association are:-
- to promote construction as a career opportunity to women;
- to establish and maintain a visible presence within the industry;
- to establish and maintain a "members directory";
- to develop an understanding of construction "demographics";
- to share knowledge and learning through events, literature, articles and contacts;
- to encourage the mentoring of women within the construction industry.
5. The Principles of the Association are:-
- to be a professional organisation focused on the needs of women within the construction industry;
- to be a positive force for change.
6. in any event approved by the Committee.
7. Every person who wishes to become a Member shall deliver to the Committee an application for membership in such form as the Committee require and shall agree to abide by the Rules of the Association. Approval of any membership application shall be at the discretion of the Committee.
8. A Member may at any time withdraw from the Association by giving at least 7 days' notice to the Committee. Membership shall be not be transferable and shall cease on death.
9. The Committee may also at their discretion terminate the membership of any Member but the requirements of natural justice shall be observed and a Member shall be entitled to be heard in their own defence by the Committee or a sub committee of the Committee.
10. The Committee may provide for the registration of such persons, companies, partnerships and organisations as they may think fit to be Friends of the Association and the rights, duties and liabilities (if any) of such Friends shall not include a right to speak or vote at general meetings of the Association.
11. The Committee may provide for Members to pay a Corporate Subscription fee where a number of people from the same organisation apply for membership in the same region. The Committee may set the amount due as Corporate Subscription fee annually and impose banding and/or any other limitation on the number of people in each corporate membership. Each Member whose subscription is paid as a Corporate Subscription shall be either an individual or Student Member as appropriate. If a Member leaves the organisation which has paid their Corporate Subscription, their Corporate Membership is transferrable to another person in the same organisation and region, but not returnable. The Member who has left the organisation must pay a further individual (or student) membership fee (unless that person rejoins as a Member under a different Corporate Subscription arrangement).
12. The Annual Subscription is payable in advance and is due: - in the case of a new Member within 21 days of notification from the Committee that their application to become a Member has been approved by the Committee; - within 21 days of notification from NAWIC of the expiry of the Annual Subscription
13. The Association shall in each calendar year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Association and that of the next. The annual general meeting in each year shall be held at such time and place as the Committee shall appoint.
14. The Committee may call general meetings on at least 21 days notice and, on the requisition of 10% of current Members, shall forthwith proceed to convene an extraordinary general meeting for a date no later than 21 days after receipt of the requisition.
15. Notice of general meetings shall be given to all Members and shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.
16. The annual general meeting of the Association shall:
- receive and, if approved, adopt a statement on the Association's accounts to the end of the preceding year;
- consider and, if approved, sanction any duly made alterations of the Rules;
- appoint the officers and other Members of the Committee;
- remove any Member or Members of the Committee from office and fill any vacancy or vacancies caused by the removal or;
- deal with any special matter which the Committee desires to bring before the Members and receive suggestions from the Members for consideration by the Committee;
- deal with any special matter which the Members requiring the meeting wish to place before the Committee.
17. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
18. No business shall be transacted at any meeting unless a quorum is present either in person or by telephone or video conference facility. Four persons entitled to vote upon the business to be transacted, each being a Member, shall be a quorum.
19. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time as the Committee may determine.
20. The Chairperson, if any, of the Committee or in their absence some other Committee Member nominated by the Committee shall preside as chairperson of the meeting. If neither the Chairperson nor such other Committee Member (if any) be present within 15 minutes after the time appointed for holding the meeting and willing to act, Committee Members present shall elect one of their number to be chairperson and, if there is only one Committee Member present and willing to act, that Committee Member shall be Chairperson.
21. The Chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 14 days or more, at least 7 days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
22. A member may appoint a proxy to attend meetings in their place and to vote on their behalf. The proxy form must be in writing and signed by the Member or by another person under a power of attorney granted by a Member. A proxy need not be a Member.
23. A Member or their proxy may participate in a general meeting through the medium of conference telephone, audio visual communication or similar form of communication equipment notwithstanding that the Members present may not all be meeting in one particular place if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairperson of the meeting then is. A resolution made by a majority of the Members pursuant to this Rule shall be as valid as it would have been if made by them at a meeting duly convened and held.
24. A resolution put to the vote of a meeting shall be decided on a show of hands. Every Member shall be entitled to one vote but in the case of an equality of votes, the Chairperson shall be entitled to a casting vote in addition to any other vote the Chairperson may have. In the absence of the Chairperson, the Deputy Chairperson (or any other Committee Member elected to be chairperson of that meeting in accordance with paragraph 20), will have the casting vote.
25. Where more than one nomination for a Chairperson or Committee vacancy has been received, the existing Committee Members shall vote on the nominations received. Where a new Committee Member is being appointed, in the event of an equality of votes, the Chairperson shall be entitled to a casting vote in addition to any other vote the Chairperson may have. Where a new Chairperson is being appointed, in the event of an equality of votes, the outgoing Chairperson shall be entitled to a casting vote.
26. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote is objected to is tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairperson whose decision shall be final and conclusive.
27. A vote given by a proxy for a Member remains valid despite the previous revocation of the proxy unless notice of revocation was received by the Chairperson before the start of the meeting or adjourned meeting in question.
28. No Member shall be entitled to vote at any general meeting if any money owing from them to NAWIC is overdue.
29. A resolution in writing executed or approved in writing by or on behalf of 5 percent of the Members who would have been entitled to vote upon it if it had been proposed at a general meeting at which they were present shall be as effectual as if it has been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed or approved in writing by or on behalf of one of more Members.
30. Unless otherwise determined by resolution of the Members, the number of Members serving on the Committee shall not be subject to any maximum but shall be no less than four.
31. The Committee Members must be elected or re-elected at the annual general meeting in each year, and, subject to termination of office by resignation upon one months' notice, removal or otherwise, the Committee Members shall remain in office until their successors are elected at the annual or a specific general meeting following their election.
32. The Committee may appoint one of their numbers to be the Chairperson of the Association and that person may resign from this post upon three months' notice. The Chairperson or any other Member of the Committee may be removed from office upon a material breach of the objectives, goals, strategies, principles and Rules of the Association which will be decided upon the application of a Committee Member and majority vote of the Committee.
33. Unless they are unwilling to do so, the Chairperson shall preside at every meeting of the Committee at which they are present. But in the absence of the Chairperson the Committee Members present may appoint one of their number to act as Chairperson of the meeting.
34. The Chairperson will hold office for no more than 1 year. In the absence of applications from willing successors at the next annual general meeting the post will automatically transfer to the deputy Chairperson or if they were to object or resign from the Committee, the post will transfer to the Secretary.
35. Subject to any directions given by resolution to the Members in general meeting, the business of the Association shall be managed by the Committee. No alteration of the Rules and no such direction shall invalidate any prior act of the Committee which would have been valid if that alteration had not been made or that direction had not been given. A meeting of the Committee as which a quorum is present may exercise all powers exercisable by the Committee.
36. The Committee may appoint any person to be the agent of the Association for such purposes and on such conditions as they determine.
37. The Committee may delegate any of their powers to any sub-committee consisting of one or more Committee Members or other persons. They may also delegate to any one Committee Member such of their powers as they consider desirable to be exercised by that Committee Member. Any such delegation may be made subject to any conditions the Committee may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the Rules regulating the proceedings of the Committee so far as they are capable of applying.
38. The Committee may by resolution of the Members of the Committee appoint a person who is willing to act to be a Member of the Committee either to fill a vacancy or as an additional Member of the Committee. A Member so appointed shall hold office only until the next following annual general meeting. If not re-appointed at such annual general meeting, the Member shall vacate their office at the conclusion thereof.
39. A Member of the Committee may be a party to, or otherwise have an interest in any transaction or arrangement with the Association, but shall declare such interest to the Committee at the time the Committee considers entering into such transaction. Provided their interest has been declared a Committee Member may be present at the vote on and form part of a quorum for any Committee meeting at which a resolution regarding a transaction in which the Member is interest is concerned.
ASSOCIATION FUNDS AND EXPENSES OF THE COMMITTEE MEMBERS
40. The expenditure of funds held by and for the Association will be directed at furthering the objectives, goals, strategies and principles of the Association. This will include supporting regional branches of the Association and the apportionment of funds between the regions.
41. In any expenditure or distribution of funds held by and for the Association that exceeds £500, a quorum of the Committee will be required to sanction it in writing and inform the remainder of the Committee within two working days. If any objections are received in this time a Committee meeting will be called and a decision will be made by majority vote.
42. Members of the Committee upon the production of receipts and/or proof of payment may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Committee or general meetings or otherwise in connection with the discharge of their duties at the absolute discretion of the Treasurer.
PROCEEDINGS OF THE COMMITTEE
43. Subject to the provisions of the Rules, the Committee may regulate its proceedings. A Committee Member, and the Secretary at the request of a Committee Member, may call a meeting of the Committee. Questions arising at a meeting shall be decided by a majority of votes, in accordance with the voting procedures set out at paragraphs 24 to 29 above.
44. Any decision made will be publicised to the remainder of the Committee within two weeks. If any objections are received in this time a Committee meeting will be called and a decision will be made by majority vote.
45. A Committee Member may appoint a proxy or deputy to attend Committee meetings in their place and to vote on their behalf. The appointment of a deputy or proxy must be in writing and signed by the Member and sent to the Chairperson.
46. A vote given by a proxy or deputy for a Member remains valid despite the previous revocation of the proxy or deputyship unless notice of revocation was received by the Chairperson before the start of the meeting or adjourned meeting in question.
47. All acts done by a meeting of the Committee, or of a sub-committee of the Committee, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Committee Member or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every person had been duly appointed and was qualified and had continued to be a Committee Member and have been entitled to vote.
48. A resolution in writing signed or approved in writing by all of the Committee Members entitled to receive notice of a meeting of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held and may consist of several documents in the like form each signed by one or more Committee Members, but a resolution signed by a deputy or proxy for a Committee Member need not also be signed or approved by their appointer.
49. A Committee Member or their deputy may participate in a meeting of the Committee or of any committee of the Committee through the medium of conference telephone, audio-visual communication or similar form of communication equipment notwithstanding that the Committee Members present may not all be meeting in one particular place if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairperson of the meeting then is. A resolution made by a majority of the Committee Members pursuant to this rule shall be as valid as it would have been if made by them at a meeting duly convened and held.
50. Subject to the provisions of these Rules, the Secretary shall be appointed by the Committee for such term and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.
51. The Committee shall keep a record (which may be kept electronically):- - of all Members of the Association; - of all appointments to the Committee; and - of all Friends of the Association; and - of all financial transactions and proceedings at meetings of the Association, and of the Committee, and of sub-committees, including the names of the Committee Members present at each such meeting.
PRESIDENT, VICE-PRESIDENTS AND PATRONS
52. The Committee may appoint any person to be President and any person or persons to be Vice-Presidents or Patrons of the Association for such term or terms specified at the time of appointment as they shall think fit. Such persons shall not by virtue only of such appointments be Committee Members or Members of the Association.
53. The Treasurer shall organise and maintain the records of the Annual Subscriptions, income and expenditure of the Association and the expenses of the Committee. Such records may be kept in electronic format and may be made available for inspection by any Member of the Committee at Committee Meetings and to any other member on reasonable notice.
54. Any notice to be given to or by any person pursuant to the Rules shall be in writing or by e-mail except that a notice calling a meeting of the Committee need not be in writing.
55. Every Member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up while they are a Member, or within one year after they cease to be a Member, for payment of the debts and liabilities of the Association contracted before they ceased to be a Member and of the costs, charges and expenses of winding up such amount as may be required.
56. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the Members of the Association, but shall be given or transferred to a charitable body or bodies having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of the Rules, such body or bodies to be determined by the Members of the Association at or before the time of dissolution, and if so far as effect cannot be given to such provision, then some other charitable body.